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View Complaint UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION ) Civil Action No. ____________________, Individually and on ) Behalf of All Others Similarly Situated, ) CLASS ACTION ) Plaintiff, ) COMPLAINT FOR VIOLATION OF THE ) FEDERAL SECURITIES LAWS vs. ) ) CARLOS GHOSN, GREG KELLY, NISSAN ) MOTOR CO., LTD., HIROTO SAIKAWA, ) HIROSHI KARUBE and JOSEPH G. PETER, ) ) Defendants. ) ) DEMAND FOR JURY TRIAL Plaintiff (“plaintiff”) alleges the following based upon the investigation of plaintiff’s counsel, which included a review of U.S. Securities and Exchange Commission (“SEC”) filings by Nissan Motor Co., Ltd. (“Nissan” or the “Company”), as well as regulatory filings and reports, securities analysts’ reports and advisories about the Company, press releases and other public statements issued by the Company, and media reports about the Company. Plaintiff believes that substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. NATURE OF THE ACTION 1. This is a securities fraud class action on behalf of all purchasers of Nissan American Depositary Receipts (“ADRs”) between December 10, 2013 and November 16, 2018, inclusive (the “Class Period”) seeking to pursue remedies under the Securities Exchange Act of 1934 (“1934 Act”). 2. Defendant Nissan is an automobile manufacturer with its U.S. headquarters located in Smyrna, Tennessee. The Company sells vehicles under the Nissan, Infiniti and Datsun brands. Nissan sponsors its U.S. ADR program and issues press releases to investors from its U.S. headquarters in Tennessee. 3. Unbeknownst to investors, Nissan has been materially understating its expenses – and overstating profits – by concealing half of the annual executive compensation it was obligated to pay to its former Chief Executive Officer (“CEO”) and Chairman of its Board of Directors (“Board”), defendant Carlos Ghosn (“Ghosn”). Over the past decade, Nissan reported paying defendant Ghosn ¥1 billion per year in compensation. In truth and in fact, Nissan paid defendant Ghosn an additional ¥1 billion per year in the form of deferred compensation I.O.U.’s, but failed to disclose these payments in the Company’s publicly filed financial reports. As a result, Nissan underreported defendant Ghosn’s true pay over the last decade by an estimated ¥10 billion. The Company also concealed from investors the significant defects in its corporate governance and internal controls that - 1 - facilitated this false financial reporting, notably while affirmatively emphasizing the Company’s “strong ethics” and “high transparency.” In so doing, Nissan affirmatively failed to heed the express direction of its outside auditors dating back to at least 2013 to accurately report its executive compensation. Not only did the underreporting deceive Nissan’s investors, it violated the pay cap Nissan shareholders approved, and so Nissan ordinary shares are now under threat of being delisted. 4. The scheme to understate defendant Ghosn’s executive compensation was reportedly masterminded by former Nissan Board member defendant Greg Kelly (“Kelly”), a former Tennessee-based Senior Vice President of Nissan. Defendants expressly undertook to underreport Ghosn’s pay in order to avoid shareholder scrutiny of Ghosn’s inordinately high executive compensation. Even still, shareholders consistently chafed over just the disclosed portion of Ghosn’s exorbitant executive compensation. Beyond avoiding the scrutiny of Nissan’s shareholders over Ghosn’s pay from Nissan, defendants were further motivated to conceal the full extent of what Ghosn was being paid by Nissan in order to avoid the scrutiny of the investors in France-based Renault SA (“Renault”) – which includes the French government. Defendant Ghosn was simultaneously serving as CEO and Chairman of Renault – which owns 43% of Nissan’s equity – and the French government had been viewing Ghosn’s Nissan and Renault pay collectively in its attempts to lower his Renault compensation. 5. Meanwhile, while reporting ¥1 billion in profits each year that Nissan had not actually earned over the prior decade, Nissan induced investors to believe it was a law-abiding company, honestly accounting to investors for its executive compensation. As a result of defendants’ false and misleading Class Period statements about the Company’s executive compensation, internal controls and governance, the trading prices of Nissan ordinary shares (traded on the Tokyo Exchange) and its ADRs (traded in the United States) were artificially inflated, with Nissan ADRs reaching a Class Period high of more than $22 per share in January 2018. - 2 - 6. On November 19, 2018, investors learned that defendants Ghosn and Kelly had been arrested by Japanese law enforcement, and the two have been jailed ever since. A statement from Tokyo prosecutors said defendant Ghosn was being held for violating a Japanese law that prohibits false financial filings. 7. Defendants Ghosn and Kelly were reportedly arrested as a result of information provided by an unidentified non-Japanese executive in Nissan’s legal department acting as a whistleblower. Nissan’s current CEO, defendant Hiroto Saikawa (“Saikawa”), has since stated that an internal investigation at Nissan also found that defendant Ghosn improperly filed expenses and used Company assets for his private use for many years. 8. On news of these arrests, the price of Nissan ADRs declined precipitously, closing down more than more than 5% on November 19, 2018, on unusually high trading volume. 9. As detailed herein, subsequent reporting by the global financial media has revealed that Nissan’s outside auditors previously challenged the Company’s incomplete reporting of defendant Ghosn’s pay, that the true compensation paid to Ghosn apparently exceeds the cap Nissan’s shareholders placed on CEO pay at Nissan, and that the scheme to conceal from investors the actual level of Ghosn’s compensation at Nissan was expressly designed to avoid global investor scrutiny of Ghosn’s high executive compensation. On December 10, 2018, prosecutors in Japan indicted defendants Nissan, Ghosn and Kelly on charges that they had violated financial laws by underreporting Ghosn’s compensation in Nissan’s financial filings. JURISDICTION AND VENUE 10. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the 1934 Act, 15 U.S.C. §§78j(b) and 78t(a), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §1331 and §27 of the 1934 Act. - 3 - 11. Nissan expressly agreed to subject itself to this Court’s personal jurisdiction in connection with sponsoring its ADRs for sale in the United States. This Court also has personal jurisdiction over Nissan and each of the Individual Defendants (defined below) by virtue of: (i) Nissan’s having registered its ADR program with the SEC in 2007 utilizing a Form F-6 Registration Statement executed by the entire then-Nissan Board, including defendants Ghosn and Saikawa, issuing press releases announcing its financial results with the dateline “Nashville Tennessee” from its Nashville headquarters (including those issued by Nissan’s Nashville-based Corporate Communications officer, Chris Keeffe, and posted to https://nissannews.com/en-US/nissan/usa), and having directed communications towards its U.S.-based investors from Japan; (ii) Nissan’s appointment of an agent for service in the United States (detailed below); (iii) Nissan having operated a large manufacturing plant in Smyrna, Tennessee, since the 1980s, its first factory outside of Japan; (iv) Nissan’s directors’ and senior executives’ decision to move Nissan’s U.S. headquarters to Tennessee in 2005 in exchange for a package of tax breaks and other incentives and credits, to maintain it there ever since, and to undertake substantial business from Tennessee; and (v) each Individual Defendants’ regular and systematic contacts with the State of Tennessee and purposeful availment of the privileges of doing business in the State of Tennessee. 12. Venue is proper in this District pursuant to §27 of the 1934 Act, because Nissan’s U.S. headquarters are located in this District and certain of the acts and practices complained of herein occurred in this District. 13. In connection with the acts and conduct alleged in this complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails and interstate wire and telephone communications. - 4 - PARTIES 14. Plaintiff _____________________________________ purchased Nissan ADRs as set forth in the accompanying certification incorporated herein by reference and has been damaged thereby. 15. Defendant Nissan Motor Co., Ltd. maintains its global corporate headquartered in Tokyo, Japan and its U.S. headquarters in Smyrna, Tennessee. The Company’s official name is Nissan Jidōsha Kabushiki-gaisha, but it goes by “Nissan.” Renault owns 43% of Nissan ordinary shares and Nissan owns 15% of Renault. According to Nissan, more than 30% of its equity is held by foreigners. Nissan ADRs traded in an efficient market throughout the Class Period under the ticker symbol “NSANY.” More than 50 million Nissan ADRs were issued, outstanding and trading in the United States during the Class Period, each of which represents two ordinary shares. According to the Registration Statement Nissan filed with the SEC on Form F-6 on February 27, 2007, the Company has more than 300 million ADRs registered for resale in the United States in its Company-sponsored ADR program. According to the Form F-X Nissan filed with the SEC on January 19, 2011, its U.S. agent for service of process in civil actions is Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, New York 10036. 16. Defendant Carlos Ghosn served as the CEO of Nissan between 1999 and April 1, 2017 and as the Chairman of its Board between 1999 and November 22, 2018. Defendant Ghosn has also served as the Chairman and CEO of Renault since 1996 and as the Chairman of Mitsubishi Motors from December 2016 to December 2018.
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